Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
GPU, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 13-5516989
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Interpace Parkway
Parsippany, New Jersey 07054-1149
(201) 263-6500
(Address, including zip code, and telephone number, including
area code, of principal executive office)
T. G. HOWSON
Vice President and Treasurer
GPU, Inc.
100 Interpace Parkway
Parsippany, New Jersey 07054-1149
(201) 263-6500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Please send copies of all communications to:
DOUGLAS E. DAVIDSON, ESQ. STEPHEN K. WAITE, ESQ.
Berlack, Israels & Liberman LLP Winthrop, Stimson, Putnam &
120 West 45th Street Roberts
New York, New York 10036-4003 One Battery Park Plaza
(212) 704-0100 New York, New York 10004-1490
(212) 858-1000
____________________
Approximate date of commencement of proposed sale to the
public: to be determined by market conditions after the
effective date of this Registration Statement.
____________________<PAGE>
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box: / /
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, please check the following box: /X/
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
/ /
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box./ /
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Maximum Maximum
Class of Amount Offering Aggregate Amount Of
Securities To To Be Price Per Offering
Registration
Be Registered Registered(1) Unit (1) Price (1) Fee
Common Stock, 7,000,000 shares $32.375 $226,625,000
$78,146.42 par value $2.50
(1) Determined on the basis of the reported high and low sales
prices on August 15, 1996, in accordance with Rule 457(c) solely
for the purpose of calculating the registration fee.
The Registrant hereby amends this Registration Statement on
such date as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall hereafter become
effective in accordance with Section 8(a) of the Securities Act
of 1933 or on such date as the Commission, acting pursuant to
said Section 8(a), may determine.<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 20, 1996
PROSPECTUS
7,000,000 SHARES
GPU, INC.
COMMON STOCK
(PAR VALUE $2.50 PER SHARE)
____________________
GPU, Inc. (the "Company") may offer, from time to time, up
to 7,000,000 shares (the "Additional Common Stock") of its Common
Stock, par value $2.50 per share. The Additional Common Stock
may be offered in amounts, at prices and on terms to be
determined at the time of the offering, which will be set forth
in a Prospectus Supplement relating thereto (a "Prospectus
Supplement"). The Common Stock of the Company is, and the
Additional Common Stock is expected to be upon notice of
issuance, listed on the New York Stock Exchange (Symbol: GPU).
On August 15, 1996, the last reported sale price of the Company's
Common Stock on the New York Stock Exchange was $32-3/8 per
share.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
____________________
The Additional Common Stock may be sold to or through
underwriters, dealers or agents, as designated from time to time,
or directly to one or more purchasers. See "Plan of
Distribution." The names of any such underwriters, dealers or
agents involved in the sale of the Additional Common Stock in
respect of which this Prospectus is being delivered, the number
of shares of Additional Common Stock to be purchased by or
through any such underwriters, dealers or agents and any
applicable commissions or discounts, or other terms of the
offering, will be set forth in a Prospectus Supplement. The net
proceeds to the Company will also be set forth in the Prospectus
Supplement.
The date of this Prospectus is ___________, 1996.<PAGE>
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-
ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE SECURITIES OFFERED HEREBY AT A LEVEL ABOVE
THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.
_______________
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such
reports and other information can be inspected and copied at the
public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 and at its regional
offices at 500 West Madison Street, Chicago, Illinois 60661 and
Seven World Trade Center, New York, New York 10048. Copies of
such material can also be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. Such material can also be
inspected at the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005, where the Company's Common Stock is
listed. The Commission maintains a Web site (http:\\www.sec.gov)
that contains reports and other information filed electronically
by the Company with the Commission.
________________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY JURISDICTION IN
WHICH SUCH OFFER MAY NOT LAWFULLY BE MADE.
____________________
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with
the Commission pursuant to the 1934 Act are incorporated herein
by reference:
The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31 and June 30, 1996; and
The Company's Current Reports on Form 8-K dated April 5, May
8, June 10 and August 2, 1996.
2<PAGE>
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the
termination of the offering of the Additional Common Stock shall
be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document
which is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
____________________
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO
EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF
THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF
SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO
ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS NOT
SPECIFICALLY INCORPORATED BY REFERENCE THEREIN. REQUESTS FOR
SUCH COPIES SHOULD BE DIRECTED TO: INVESTOR RELATIONS, GPU,
INC., 100 INTERPACE PARKWAY, PARSIPPANY, NEW JERSEY 07054-1149,
(201) 263-6600.
3<PAGE>
CERTAIN CONSOLIDATED FINANCIAL INFORMATION (1)
(Dollars In Thousands, Except Per Share Data)
Twelve
Years Ended December 31, Months Ended
June
30, 1996
1993 1994 1995 (unaudited)
Income Summary:
Operating
Revenues $3,596,090 $3,649,516 $3,804,656 $3,961,224
Income Summary:
Operating
Revenues $3,596,090 $3,649,516 $3,804,656 $3,961,224
Net Income 295,673 163,688 440,135 485,536
Earnings Per Share 2.65 1.42 3.79 4.12
June 30, 1996
(unaudited)
December 31, 1995 Actual As Adjusted(2)
Amount % Amount % Amount %
Capital
Structure:
Long-Term
Debt
(includ-
ing un-
amortized
net dis-
count) (3) $2,689,144 43.1 $3,123,716 46.6 $3,123,716 45.0
Preferred
Stock
(includ-
ing
premium) 242,116 3.9 222,116 3.3 222,116 3.2
Subsidiary-
Obligated
Mandator-
ily
Redeemable
Preferred
Securities 330,000 5.3 330,000 4.9 330,000 4.8
Common
Equity(4) 2,974,634 47.7 3,034,730 45.2 3,269,308 47.0
Total $6,235,894 100.0% $6,710,562 100.0% $6,945,140 100.0%
____________________
4
<PAGE>
(1) This information should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended December
31, 1995 and Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996.
(2) Reflects the sale of the Additional Common Stock offered
hereby and the sale in July 1996 of 2,349 shares of Common Stock
pursuant to the Company's Dividend Reinvestment and Stock
Purchase Plan.
(3) Includes obligations due within one year.
(4) The Company has 350,000,000 shares of Common Stock
authorized, of which 120,520,485 shares were outstanding at June
30, 1996.
5<PAGE>
THE COMPANY
The Company, a Pennsylvania corporation, is a holding company
registered under the Public Utility Holding Company Act of 1935
(the "1935 Act"). The Company does not operate any utility
properties directly, but owns all of the outstanding common stock
of three electric utilities serving customers in New Jersey --
Jersey Central Power & Light Company ("JCP&L") -- and
Pennsylvania -- Metropolitan Edison Company ("Met-Ed") and
Pennsylvania Electric Company ("Penelec"). The business of these
subsidiaries (which are known collectively as "GPU Energy")
consists predominantly of the generation, transmission,
distribution and sale of electricity. The Company also owns all
of the common stock of GPU International, Inc., GPU Power, Inc.
and GPU Electric, Inc. (collectively, the "GPU International
Group"), which develop, own and operate generation, transmission
and distribution facilities in the United States and in foreign
countries. GPU Service, Inc., a service company; GPU Nuclear,
Inc., which operates and maintains the nuclear units of GPU
Energy; and GPU Generation, Inc., which operates and maintains
the GPU Energy fossil-fueled and hydroelectric units, are also
wholly-owned subsidiaries of the Company. The income of the
Company consists almost exclusively of earnings on the common
stock of the GPU Energy companies.
As a registered holding company, the Company is subject to
regulation by the Commission under the 1935 Act. Each GPU Energy
company's retail rates, conditions of service and issuance of
securities, as well as other matters relating to each GPU Energy
company, are subject to regulation in the state in which such GPU
Energy company operates -- in New Jersey by the New Jersey Board
of Public Utilities and in Pennsylvania by the Pennsylvania
Public Utility Commission. The Nuclear Regulatory Commission
regulates the construction, ownership and operation of nuclear
generating stations. The GPU Energy companies are also subject
to wholesale and transmission rate and other regulation by the
Federal Energy Regulatory Commission under the Federal Power Act.
The GPU International Group is generally exempt from most
regulation under the 1935 Act and from federal and state rate
regulation; certain of its foreign operations are subject to rate
and other regulation.
The electric generating and transmission facilities of GPU
Energy are physically interconnected and are operated as a single
integrated and coordinated system serving a population of
approximately five million in New Jersey and Pennsylvania. For
the year 1995, GPU Energy's revenues were about equally divided
between Pennsylvania customers and New Jersey customers. During
1995, residential sales accounted for about 42% of operating
revenues from customers and 36% of kilowatt-hour (KWH) sales to
customers; commercial sales accounted for about 35% of operating
revenues from customers and 32% of KWH sales to customers;
industrial sales accounted for about 21% of operating revenues
from customers and 29% of KWH sales to customers; and sales to
rural electric cooperatives, municipalities, street and highway
6<PAGE>
lighting, and others accounted for about 2% of operating revenues
from customers and 3% of KWH sales to customers. GPU Energy also
makes interchange and spot market sales of electricity to other
utilities.
Through June 30, 1996, the Company had invested an aggregate of
$209 million in the GPU International Group and had also
guaranteed $809 million of its obligations. In May 1996, the
Company guaranteed $530 million of GPU International Group
obligations in connection with the acquisition of a 50% interest
in Midlands Electricity plc ("Midlands"), a regional electric
company in England.
The GPU International Group currently has ownership interests in
eleven operating combined-cycle cogeneration plants located in
the United States totaling 932 megawatts (MW) of capacity and
five operating generating facilities located in Canada and South
America totaling 480 MW of capacity. It also has 50% ownership
interests in a distribution business in Australia serving more
than 230,000 customers in and around Melbourne and in Midlands,
which serves approximately 2.2 million customers in England.
Midlands also owns interests in 2,033 MW of operating generating
facilities substantially all of which are located in England, and
has an additional 2,316 MW under construction or in development,
both in England and in other countries. The GPU International
Group is continuing to pursue investment opportunities and has a
number of projects at various stages of development, including a
300 MW gas-fired project in Georgia for which construction
financing has been completed, and a 180 MW gas-fired project in
Wisconsin.
The Company's address is 100 Interpace Parkway, Parsippany, New
Jersey 07054-1149 and its telephone number is (201) 263-6500.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock of the Company is listed on the New York Stock
Exchange. The following table shows the range of the high and
low sales prices of the Common Stock based on New York Stock
Exchange Composite Transactions as reported in The Wall Street
Journal and the dividends paid for the period indicated.
Dividends
Year High Low Per Share
1994 First Quarter $30 7/8 $27 5/8 $.425
Second Quarter 31 5/8 26 .45
Third Quarter 27 1/2 23 3/4 .45
Fourth Quarter 26 7/8 24 .45
1995 First Quarter $30 5/8 $26 1/4 $.47
Second Quarter 31 28 1/4 .47
Third Quarter 31 1/4 28 1/8 .47
Fourth Quarter 34 30 5/8 .47
1996 First Quarter $35 1/8 $31 1/8 $.47
Second Quarter 35 1/4 30 1/8 .485
7
<PAGE>
On August 15, 1996, the closing price of the Common Stock
was $32-3/8 per share.
Dividend declaration dates are the first Thursdays of April,
June, October and December. Dividend payment dates are the last
Wednesday of February, May, August and November.
USE OF PROCEEDS
Net proceeds of the sale of the Additional Common Stock will
be used by the Company to repay a portion of the indebtedness
incurred by the GPU International Group to acquire its interest
in Midlands. Net proceeds may also be used by the Company (a) to
make cash capital contributions to its subsidiaries, which in
turn will apply such funds (i) to repay outstanding indebtedness,
(ii) to redeem outstanding senior securities or reacquire such
securities in open market transactions, (iii) for construction
purposes, (iv) for other corporate purposes or (v) to reimburse
their treasuries for funds previously expended therefrom for such
purposes, (b) to reimburse the Company's treasury for funds
previously expended therefrom for such purposes, (c) to repay
outstanding indebtedness of the Company, and (d) for other
Company corporate purposes.
DESCRIPTION OF THE COMMON STOCK
The holders of Common Stock, the only class of authorized
capital stock of the Company, are entitled to pro rata dividends
when and if declared by the Board of Directors. Each share is
entitled to cumulative voting at all elections of directors and
to one vote for all other purposes and to share pro rata in the
Company's net assets in the event of liquidation.
The outstanding shares of the Company's Common Stock are,
and, upon the issuance thereof and payment therefor, the shares
of Additional Common Stock so issued will be, fully paid and non-
assessable. The outstanding shares of the Company's Common Stock
are listed on the New York Stock Exchange, and it is expected
that the Additional Common Stock will be listed on the New York
Stock Exchange upon notice of issuance.
The Company has 350,000,000 authorized shares of Common
Stock, par value $2.50 per share. At June 30, 1996, 120,520,485
shares were issued and outstanding. Stockholders have no
preemptive rights to subscribe for shares of Common Stock.
The Transfer Agent and Registrar for the Common Stock is
ChaseMellon Shareholder Services, L.L.C., New York, New York.
8<PAGE>
PLAN OF DISTRIBUTION
The Company may offer or sell Additional Common Stock to one
or more underwriters for public offering and sale by them or
directly to one or more of purchasers. In addition, the Company
may sell the Additional Common Stock to one or more agents for
its or their own accounts or for resale. The Company may sell
Additional Common Stock as soon as practicable after
effectiveness of the Registration Statement, provided that
favorable market conditions exist. Any such underwriter or agent
involved in the offer and sale of the Additional Common Stock
will be named in an applicable Prospectus Supplement.
Underwriters may offer and sell the Additional Common Stock
at a fixed price or prices, which may be changed, or from time to
time at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
In connection with the sale of Additional Common Stock,
underwriters may be deemed to have received compensation from the
Company in the form of underwriting discounts or commissions.
Underwriters may sell Additional Common Stock in block
transactions to certain institutions or to or through dealers,
and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters. Any
agent or agents may sell the Additional Common Stock to one or
more investors at varying prices related to prevailing market
prices at the time of resale, as determined by such agent or
agents.
Any underwriting compensation paid by the Company to
underwriters in connection with the offering of Additional Common
Stock, any discounts, concessions or commissions allowed by
underwriters to participating dealers, any discounts or
commissions allowed or paid to any agents and any other terms of
the offering will be set forth in an applicable Prospectus
Supplement. Underwriters, agents and dealers participating in
the distribution of the Additional Common Stock may be deemed to
be underwriters, and any discounts and commissions received by
them and any profit realized by them on resale of the Additional
Common Stock may be deemed to be underwriting discounts and
commissions, under the Securities Act of 1933. Underwriters,
agents and dealers may be entitled, under agreement with the
Company, to indemnification against and contribution toward
certain civil liabilities, including liabilities under the
Securities Act of 1933, and to reimbursement by the Company for
certain expenses.
Underwriters, agents and dealers may engage in transactions
with, or perform services for, the Company and/or any of its
affiliates in the ordinary course of business.
EXPERTS
The consolidated financial statements and financial
9<PAGE>
statement schedules included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 are incorporated
herein by reference in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority
of said firm as experts in auditing and accounting.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by
Berlack, Israels & Liberman LLP, New York, New York and for any
underwriters or agents by Winthrop, Stimson, Putnam & Roberts,
New York, New York. Berlack, Israels & Liberman LLP and
Winthrop, Stimson, Putnam & Roberts may rely on Ballard Spahr
Andrews & Ingersoll, Philadelphia, Pennsylvania with respect to
matters of Pennsylvania law. Members and attorneys of Berlack,
Israels & Liberman LLP own an aggregate of 13,247 shares of the
Company's Common Stock. In addition, one such member holds 986
such shares as custodian for his children.
10<PAGE>
No dealer, salesperson or any other person has been authorized to
give any information or to make any representations, other than
those contained in this Prospectus, in connection with the offer
contained herein, and, if given or made, such other information
or representations must not be relied upon as having been
authorized by the Company or by any underwriter or dealer for the
Additional Common Stock. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the
affairs of the Company since the date as of which information is
given in this Prospectus. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy by anyone in
any jurisdiction in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation.
__________________
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain Documents by Reference 2
Certain Consolidated Financial Information 4
The Company 6
Price Range of Common Stock and Dividends 7
Use of Proceeds 8
Description of the Common Stock 8
Plan of Distribution 8
Experts 9
Legal Matters 10
11<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Filing fees:
Securities and Exchange Commission. . . . . . $80,146.42
Printing and engraving . . . . . . . . . . . . . . 15,000.00*
Legal fees:
Berlack, Israels & Liberman LLP . . . . . . . 65,000.00*
Ballard Spahr Andrews & Ingersoll . . . . . . 7,500.00*
Blue Sky fees and expenses . . . . . . . . . . . . 7,500.00*
Accounting fees:
Coopers & Lybrand L.L.P . . . . . . . . . . . 15,000.00*
Miscellaneous. . . . . . . . . . . . . . . . . . . 14,853.58*
Total . . . . . . . . . . . . . . . . . . . . $205,000.00*
_________________
* Estimated
Item 15. Indemnification of Directors and Officers.
Section 37 of the By-Laws of the Company provides, in part,
as follows:
"(a) A director shall not be personally liable for
monetary damages as such for any action taken, or any failure to
take any action, on or after January 27, 1987 unless the director
has breached or failed to perform the duties of his office under
Section 1721 of the Business Corporation Law as the same may be
amended from time to time, and the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness. The
provisions of this subsection (a) shall not apply to the
responsibility or liability of a director pursuant to any
criminal statute, or the liability of a director for the payment
of taxes pursuant to local, state or Federal law.
"(b) The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, whether
formal or informal, and whether brought by or in the right of the
Corporation or otherwise, by reason of the fact that he was a
director, officer or employee of the Corporation (and may
indemnify any person who was an agent of the Corporation), or a
person serving at the request of the Corporation as a director,
officer, partner, fiduciary or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, to the fullest extent permitted by law, including
without limitation indemnification against expenses (including
attorneys' fees and disbursements), damages, punitive damages,
judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection
with such proceeding unless the act or failure to act giving rise
1<PAGE>
to the claim for indemnification is finally determined by a court
to have constituted willful misconduct or recklessness.
"(c) The Corporation shall pay the expenses (including
attorneys' fees and disbursements) actually and reasonably
incurred in defending a civil or criminal action, suit or
proceeding on behalf of any person entitled to indemnification
under subsection (b) in advance of the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation, and
may pay such expenses in advance on behalf of any agent on
receipt of a similar undertaking. The financial ability of such
person to make such repayment shall not be a prerequisite to the
making of an advance.
"(d) For purposes of this Section: (i) the Corporation
shall be deemed to have requested an officer, director, employee
or agent to serve as fiduciary with respect to an employee
benefit plan where the performance by such person of duties to
the Corporation also imposes duties on, or otherwise involves
services by, such person as a fiduciary with respect to the plan;
(ii) excise taxes assessed with respect to any transaction with
an employee benefit plan shall be deemed `fines'; and (iii)
action taken or omitted by such person with respect to an
employee benefit plan in the performance of duties for a purpose
reasonably believed to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose
which is not opposed to the best interests of the Corporation.
"(e) To further effect, satisfy or secure the
indemnification obligations provided herein or otherwise, the
Corporation may maintain insurance, obtain a letter of credit,
act as self-insurer, create a reserve, trust, escrow, cash
collateral or other fund or account, enter into indemnification
agreements, pledge or grant a security interest in any assets or
properties of the Corporation, or use any other mechanism or
arrangement whatsoever in such amounts, at such costs, and upon
such other terms and conditions as the Board of Directors shall
deem appropriate.
"(f) All rights of indemnification under this Section
shall be deemed a contract between the Corporation and the person
entitled to indemnification under this Section pursuant to which
the Corporation and each such person intend to be legally bound.
Any repeal, amendment or modification hereof shall be prospective
only and shall not limit, but may expand, any rights or
obligations in respect of any proceeding whether commenced prior
to or after such change to the extent such proceeding pertains to
actions or failures to act occurring prior to such change.
"(g) The indemnification, as authorized by this
Section, shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses
may be entitled under any statute, agreement, vote of
2<PAGE>
shareholders, or disinterested directors or otherwise, both as to
action in an official capacity and as to action in any other
capacity while holding such office. The indemnification and
advancement of expenses provided by, or granted pursuant to, this
Section shall continue as to a person who has ceased to be an
officer, director, employee or agent in respect of matters
arising prior to such time, and shall inure to the benefit of the
heirs, executors and administrators of such person."
Subject to certain exceptions, the directors and officers of
the Company are insured under policies of insurance, within the
limits and subject to the limitations of the policies, against
claims made against them, including claims arising under the
Securities Act of 1933, for action taken by them on behalf of the
Company. The premiums for such insurance are paid for by the
Company.
Sections 1741-1750 of the Pennsylvania Business Corporation
Law of 1988 provides authority for corporations to indemnify
under certain circumstances their officers, directors and other
agents against expenses and liabilities incurred in connection
with proceedings, arising out of such persons' actions taken on
behalf of the Company.
The foregoing rights of indemnification are not exclusive of
any other rights to which any director or officer (or his or her
legal representatives) may be entitled under any By-Law of the
Company heretofore in effect, and apply to any liability of any
director or officer (or his or her legal representatives) arising
under any of the provisions of the Securities Act of 1933 only to
the extent that such rights of indemnification may be determined
to be valid by a court of competent jurisdiction.
Item 16. Exhibits.
1 -Form of Underwriting, Purchase or Selling Agency
Agreement - To be filed by amendment or as an
exhibit to a Form 8-K filed subsequent to the
effective date of this Registration Statement.
3-A -Articles of Incorporation of the Company, as
amended - Incorporated by reference to Exhibit 3-
A, 1989 Annual Report on Form 10-K, SEC File
No. 1-6047.
3-A(i) -Articles of Amendment to Articles of
Incorporation of the Company - Incorporated by
reference to Exhibit A-4 to Certificate Pursuant
to Rule 24, SEC File No. 70-8569.
3-A (ii) -Articles of Amendment to Articles of
Incorporation of the Company - Incorporated by
reference to Exhibit 2, Current Report on Form 8-
K, dated August 2, 1996, SEC File No. 1-6407.
3<PAGE>
3-B -By-Laws of the Company, as amended. Incorporated
by reference to Exhibit 3-A, 1990 Annual Report on
Form 10-K, SEC File No. 1-6047.
4 -Form of Stock Certificate representing Additional
Common Stock.
5-A -Opinion of Berlack, Israels & Liberman LLP.
5-B -Opinion of Ballard Spahr Andrews & Ingersoll.
23-A -Consent of Berlack, Israels & Liberman LLP -
included in its opinion filed as Exhibit 5-A.
23-B -Consent of Ballard Spahr Andrews & Ingersoll -
included in its opinion filed as Exhibit 5-B.
23-C -Consent of Coopers & Lybrand L.L.P.
24 -Power of Attorney - Included in signature page.
____________________
The Exhibits listed above which have heretofore been filed
with the Securities and Exchange Commission and which are
designated in prior filings as noted above are hereby
incorporated by reference and made a part hereof with the same
effect as if filed herewith.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement (i) to include any prospectus required by
section 10(a)(3) of the Securities Act of 1933; (ii) to reflect
in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement; and (iii) to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any
material change to such information in the registration
statement; provided, however, that clauses (i) and (ii) above do
not apply if the information required to be included in a post-
effective amendment by those clauses is contained in periodic
reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement; and
provided, further that with respect to clause (ii) above, any
increase or decrease in volume of securities offered (if the
4<PAGE>
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by any such persons in
the successful defense of any action, suit or proceeding) is
asserted by any such person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
5<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Township of Parsippany-Troy Hills, State of New Jersey on the
20th day of August 1996.
GPU, INC.
By: /s/ F. D. Hafer
F.D. Hafer, President
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that GPU, Inc. and each of its
undersigned officers and directors hereby constitutes and
appoints each of I. H. Jolles, J. G. Graham and T. G. Howson
its/his/her true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution for it/him/her and in
its/his/her name, place and stead, in any and all capacities, to
sign all or any amendments (including post-effective amendments)
of and supplements to this registration statement on Form S-3 and
to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto each such attorney-in-fact and agent
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, to all intents and purposes and as fully as said
Corporation itself and each said officer or director might or
could do in person, hereby ratifying and confirming all that each
such attorney-in-fact and agent, or his substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ J. R. Leva Chairman (Principal August 20, 1996
(J.R. Leva) Executive Officer)
and Director
/s/ F. D. Hafer President and Director August 20, 1996
(F.D. Hafer)
6
<PAGE>
/s/ J. G. Graham Senior Vice President August 20, 1996
(J.G. Graham) (Principal Financial
Officer)
/s/ F. A. Donofrio Vice President and August 20, 1996
(F.A. Donofrio) Comptroller (Principal
Accounting Officer)
/s/ T. H. Black Director August 20, 1996
(T.H. Black)
/s/ H. F. Henderson, Jr. Director August 20, 1996
(H.F. Henderson, Jr.)
/s/ J. M. Pietruski Director August 20, 1996
(J.M. Pietruski)
/s/ C. A. Rein Director August 20, 1996
(C.A. Rein)
/s/ P. R. Roedel Director August 20, 1996
(P.R. Roedel)
/s/ C. A. H. Trost Director August 20, 1996
(C.A.H. Trost)
/s/ P. K. Woolf Director August 20, 1996
(P.K. Woolf)
7
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
1 -Form of Underwriting, Purchase or Selling Agency
Distribution Agreement - To be filed by amendment
or as an exhibit to a Form 8-K filed subsequent to
the effective date of this Registration Statement.
3-A -Articles of Incorporation of the Company, as
amended - Incorporated by reference to Exhibit 3-
A, 1989 Annual Report on Form 10-K, SEC File
No. 1-6047.
3-A(i) -Articles of Amendment to Articles of
Incorporation of the Company - Incorporated by
reference to Exhibit A-4 to Certificate Pursuant
to Rule 24, SEC File No. 70-8569.
3-A (ii) -Articles of Amendment to Articles of
Incorporation of the Company - Incorporated by
reference to Exhibit 2, Current Report on Form 8-
K, dated August 2, 1996, SEC File No. 1-6407.
3-B -By-Laws of the Company, as amended - Incorporated
by reference to Exhibit 3-A, 1990 Annual Report on
Form 10-K, SEC File No. 1-6047.
4 -Form of Stock Certificate representing Additional
Common Stock.
5-A -Opinion of Berlack, Israels & Liberman LLP.
5-B -Opinion of Ballard Spahr Andrews & Ingersoll.
23-A -Consent of Berlack, Israels & Liberman LLP -
included in its opinion filed as Exhibit 5-A.
23-B -Consent of Ballard Spahr Andrews & Ingersoll -
included in its opinion filed as Exhibit 5-B.
23-C -Consent of Coopers & Lybrand L.L.P.
24 -Power of Attorney - Included in signature page.
____________________
The Exhibits listed above which have heretofore been filed
with the Securities and Exchange Commission and which are
designated in prior filings as noted above are hereby
incorporated by reference and made a part hereof with the same
effect as if filed herewith.
8<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibit No. Description
4 -Form of Stock Certificate representing Additional
Common Stock.
5-A -Opinion of Berlack, Israels & Liberman LLP.
5-B -Opinion of Ballard Spahr Andrews & Ingersoll.
23-C -Consent of Coopers & Lybrand L.L.P.
9<PAGE>
Exhibit 4
FORM OF STOCK CERTIFICATE
Common Stock, Par Value $2.50 Common Stock, Par
Value $2.50
NUMBER SHARES
GPU
INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA
GENERAL PUBLIC UTILITIES CORPORATION
THIS CERTIFIES THAT IS THE
OWNER OF CUSIP
36225X 10 0
SEE REVERSE FOR CERTAIN
DEFINITIONS
FULL-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
General Public Utilities Corporation (thereafter the Corporation)
transferable on the books of the Corporation in person or by duly
authorized attorney upon surrender of this Certificate properly
endorsed.
This Certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.
Witness, the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Description of Graphic Material:
Old CUSIP number is crossed out above the new CUSIP number.
Stamp in the middle of the above paragraph "NAME CHANGED TO
GPU, INC."
In the right margin of the Certificate is an area provided
for the countersignature of the Transfer Agent and
Registrar.
Dated
/s/Mary A. Nalewako /s/J.R.
Leva
Secretary Chairman<PAGE>
The following abbreviation, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -as tenants in common UNIF GIFT MIN ACT -...Custodian....
Cust) (Minor)
TEN ENT -as tenants by the entireties under Uniform Gifts to
Minors Act...........
JT TEN -as joint tenants with right to (State)
survivorship and not as tenants in common
Additional abbreviations may also be used though not in the above list.
For Value received ________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OR ASSIGNEE
___________________________________________________________________________
___________________________________________________________________________
(Please print or typewrite the name and address, including postal zip code,
of assignee)
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
_______________________________________________________________________shares
of the capital stock represented by the within Certificate and do hereby
irrevocably constitute and appoint
____________________________________________________ Attorney to transfer the
said stock on the books of the within named Corporation with full power of
substitution in the premises.
Dated
________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
<PAGE>
Exhibit 5-A
(LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN LLP)
August 20, 1996
GPU, Inc.
100 Interpace Parkway
Parsippany, New Jersey 07054-1149
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
GPU, Inc. (the "Company") has filed with the Securities
and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "1933 Act"), a Registration
Statement on Form S-3 (the "Registration Statement"), dated
today's date, of which this opinion is to be a part, relating to
the proposed issuance and sale by the Company of up to 7,000,000
shares of Common Stock, par value $2.50 (the "Additional Common
Stock").
We have been counsel to the Company for many years. In
such capacity, we are familiar with the affairs of the Company
and the transactions that are the subject matter of the
Registration Statement. We have examined such corporate records
of the Company and such other instruments, documents,
certificates and agreements and made such further investigation
as we have deemed necessary as a basis for this opinion. With
respect to all matters of Pennsylvania law, we have relied on the
opinion of Ballard Spahr Andrews & Ingersoll filed as Exhibit 5-B
to the Registration Statement.
For purposes of this opinion, we have assumed that (1)
the proposed transactions are carried out on the basis set forth
in the Registration Statement and in conformity with the
requisite authorizations, approvals, consents or exemptions under
the securities laws of the various States and other jurisdictions
of the United States, (2) the Commission shall have issued an
order declaring effective (a) the Registration Statement under
the 1933 Act and (b) the Company's related Declaration on Form U-
1 under the Public Utility Holding Company Act of 1935, as
amended (the "1935 Act"), and (3) the sale of the Additional
Common Stock does not violate Section 12(f) of the 1935 Act or
Rule 70 thereunder.
Based upon the foregoing, we are of opinion that,
subject to the foregoing assumptions and qualifications, the
shares of
<PAGE>
GPU, Inc.
August 20, 1996
Page 2
Additional Common Stock to be issued and sold in accordance with
the Registration Statement, when properly issued, delivered and
paid for, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and as a part thereof. We
also consent to the reference to our firm under "Legal Matters"
in the Prospectus which is a part of the Registration Statement.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN LLP
<PAGE>
Exhibit 5-B
(LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL)
August 20, 1996
GPU, Inc.
100 Interpace Parkway
Parsippany, New Jersey 07054-1149
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
GPU, Inc. (the "Company") has filed with the Securities
and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "1933 Act"), a Registration
Statement on Form S-3 (the "Registration Statement"), dated
today's date, of which this opinion is a part, relating to the
proposed issuance and sale by the Company of up to 7,000,000
shares of Common Stock, par value $2.50 (the "Additional Common
Stock").
We have been Pennsylvania counsel to the Company, a
Pennsylvania corporation, for many years. In such capacity, we
have reviewed various proceedings taken and proposed to be taken
in connection with the issuance of the Additional Common Stock.
We have examined such corporate records of the Company and such
other instruments, documents, certificates and agreements and
made such further investigation as we have deemed necessary as a
basis for this opinion.
For purposes of this opinion, we have assumed that (1)
the proposed transactions are carried out on the basis set forth
in the Registration Statement and in conformity with the
requisite authorizations, approvals, consents or exemptions under
the securities laws of the various States and other jurisdictions
of the United States, (2) the Commission shall have issued orders
declaring effective (a) the Registration Statement under the 1933
Act and (b) the Declaration on Form U-1 under the Public Utility
Holding Company Act of 1935, as amended, and (3) the sale of the
Additional Common Stock does not violate Section 12(f) of the
Public Utility Holding Company Act of 1935, as amended, or Rule
70 thereunder.
Based upon the foregoing, we are of the opinion so far
as the laws of Pennsylvania are concerned, that, subject to the
foregoing assumptions, the shares of Additional Common Stock to be
<PAGE>
GPU, Inc.
August 20, 1996
Page 2
issued and sold in accordance with the Registration Statement,
when properly issued, delivered and paid for, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and as a part thereof. We
also consent to the reference to our firm under "Legal Matters"
in the Prospectus which is a part of the Registration Statement.
In addition, we hereby consent to the reliance by Berlack,
Israels & Liberman LLP on this opinion as to all matters of
Pennsylvania law in rendering their opinion to you which will
also be an exhibit to the Registration Statement.
Very truly yours,
Ballard Spahr Andrews & Ingersoll<PAGE>
Exhibit 23-C
(LETTERHEAD OF COOPERS & LYBRAND L.L.P.)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
registration statement of GPU, Inc. (formerly General Public
Utilities Corporation) (the "Company ") on Form S-3 of our report
dated January 31, 1996, on our audits of the consolidated
financial statements and financial statement schedules of GPU,
Inc. as of December 31, 1995 and 1994, and for each of the three
years in the period ended December 31, 1995, which report is
included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1995.
We also consent to the reference to our Firm under the
caption "Experts".
COOPERS & LYBRAND L.L.P.
New York, New York
August 20, 1996<PAGE>
